Sparks
by loversinlima
Summary: 'Emma was sad and angry, full of all these feelings she never had before. All because of one man she met in the city of love.' AU.
1. Chapter 1

She had never traveled to France before, and anticipation coursed through her veins. The past week had been one of leisure, and she was thankful to have someone who understood the foreign language by her side. As she stood awkwardly, reined in by every conversation but at a complete loss for words, she decided it would be beneficial to learn some of the basics. That's how she ended up in Berkeley Books of Paris, just across the street from her comfortable hotel in the Latin Quarter.

Her imagination went wild, surrounded by countless books far out of her reach. It smelled inviting, the worn binding of various novels very welcoming as well. She wondered why she hadn't visited this shop earlier. What she needed however, was a simple, French to English dictionary.

Outside, Will slowly eased off his deep red, vintage-styled, vespa scooter which the sunlight bounced off vividly. He smiled proudly to himself before peering into the window of the bookshop, without the faintest idea of the purpose and promise it held. All he wanted was a translation book and when he saw it on the far wall he took off his hat and walked towards the entrance. The chimes on the door rang out in a sharp array of sounds and the cashier greeted him. With a nod, he headed towards the shelf in long strides. Quickly, he reached for the book, his hand landing on top of someone else's.

"Je suis désolé."

His voice was warm and undaunted.

Her fingers slid delicately off the binding of the book and from beneath his, very slowly. She looked up at him then, confusion etched in her soft features as her lips slightly parted.

"Look, maybe you should take it." His voice was laced with a hint of amusement, realizing she had the faintest idea of what he had just said.

His face glistened with sweat, only brightened by his smile. He wore a thin white t shirt, covered by a brown leather jacket which hugged his muscles tightly. She flushed.

"Are you sure, I – "

"Yes." He looked down at the ground breaking eye contact, and shifted where he stood. She had the most beautiful eyes he had ever saw. Quickly, he held the book out to her. "Take it, please."

Taking the book from him, she bit her bottom lip. "Thank you…?"

"Will Schuester, and you?"

"Emma." She spoke again, this time more confident. "Emma Pillsbury."

His eyes twinkled. "It's a pleasure to meet you, Emma."

Reaching a hand out, Will gazed at her expectantly. Slowly, she grabbed onto his hand and she felt it again – that foreign feeling of electricity running through her body at a breathtaking pace. After a few seconds, her mind began to catch up the touch and she replied quietly.

"You too. "

He released her hand, calm and bemused. They stood there for a few moments, drinking each other in. He decided that she was so different - so breathtaking. Suddenly, his expression changed to one of deep consideration causing Emma's gaze to move from Will's lips to his hazel eyes.

"Are you traveling alone?" The words flew out of his mouth quickly.

The sound of wind chimes from the entrance was the only distraction before she spoke up again.

"No." Emma answered quietly. "I'm here with my friend, Shannon - we're staying at the hotel across the street."

"Oh."

Was she crazy or did she hear a hint of disappointment in his response? Her thoughts were interrupted by his sudden change in demeanor, any possible melancholy quickly forgotten.

"I was just on my way to the Luxemburg Gardens." His excitement was not easily hidden, his hands gesturing through the air vividly. Emma's surprise was also visible, her mouth slightly agape; not as much by his admission but his strong volatility.

He offered an explanation. "I'm actually very fascinated by nature. Surprising, right?"

Will's lips curved into a wryly smile causing her to look down at the ground shyly, fidgeting in her Mary Jane's, embarrassed. Finally she regained her poise and responded sweetly, tucking a piece of hair behind her ear.

"I hope you have a lovely time then."

"I fully intend to." He smiled warmly at her, his dark gaze burning right through her. She was infatuating. "It was nice meeting you, Emma. Hopefully, we cross paths again."

His words were full of promise, and she held onto her book tighter, trying to catch a grip. She couldn't deny how infectious he was. It was a little unsettling. Relaxing, Emma offered a small wave.

"Goodbye Will."

With a swift nod, he turned around gracefully and shook his head. Emma was beautiful, modest, and inviting. Will knew he was handsome - but he wasn't modest, he was closed and guarded, driven by a singular purpose that only served him in getting what he wanted. Pushing the door open to leave, he took one last look at her as she made small talk with the cashier and sighed heavily. He wanted to fuck Emma Pillsbury.

_Placing both hands on his chest, she lowered him onto the bed very slowly. He looked up at her, his gaze filled with amusement and then smirked. Gently, she tugged on the end of his tie, letting the satin fabric glide from around his neck with ease. Biting her bottom lip, she reached for both of his hands, pinning them above his head together._

_Emma hovered over him, slow and sensual, their gazes meeting with a fiery passion. He took a sharp intake of breath as she lowered onto his arousal, ready for relief._

"_Relax," she commanded lowly before kissing him long and hard, causing him to groan deep from within._

_Moving her lips down to place soft, feather like kisses down his jaw, she quickly began to undo the buttons on his white dress shirt with one hand. Will's hips jolted upward as he writhed beneath her impatiently. Within moments she was sucking and kissing his neck while and Will freed his hands from her hold so they could travel up and down her sides. _

"_You still have your shirt on." He growled in frustration before quickly sliding it over her head._

_In one swift move, he flipped them over so that he could hover above her. Moonlight seeped through the curtains, showing Emma's fiery hair sprawled over the pillow beneath her head. Gently, he tucked a strand behind her ear before bringing his face to her neck with a new found intensity. She gasped beneath his touch and rid him of his shirt which hung off his shoulders loosely._

_Leaving a trail of hot, wet kisses down her freckled chest his hands moved feverishly to rid her bra before cupping her breasts, teasing them. Will relished in her sounds of pleasure, his blood rushing south once more as her nails dug into his skin, down his torso to the button of his jeans._

_The rest of their clothing was quickly disposed of, and the tension between them electrifying each second as his erection found her core. Hungrily, his lips met hers as his tongue made its way through, exploring, tasting. They moaned into each other's mouths, his hands gripping her waist firmly. Emma's eyes shut closed as he slowly eased into her, loosing himself in the process._

"Shit!" Will shot up from his sleep, breathing erratically. Sliding to the edge of the bed, he gripped to the sheets tightly; sweat trickling down the sides of his face. He looked down at his bulge and swallowed whatever ever was lodged in his throat. Will wasn't normally this hot and bothered after a dream. It was disarming and he felt – vulnerable.

Glancing at his clock, it only just five in the morning. Frustrated, he headed towards the bathroom and held his breath – Will was going to relieve this situation as quickly as possible.


	2. Chapter 2

**A/N: **Thank you so much for the great response to the first chapter. It honestly warms my heart. I meant to do this from the beginning but lots of praise goes to Mandy (myloxylotos) for being my wonderful beta and arbiter of many prefect ideas. Hope you like this chapter!

* * *

**Chapter Two**

"Non, je suis désolé. Nous n'avons pas de Emma Pillsbury ici."

_Non _met 'no' and that was all he needed to hear.

"Okay, Thanks." Will cocked his head to the side in frustration. There wasn't just a 'hotel across the street.' There were four to be exact. They were all very small and quaint - they reminded him of Emma. He couldn't believe he was so hung up on her, but his dream the previous night was conformation enough. Was that what it'd be like to touch to Emma Pillsbury? Yeah, he would like to know her like that.

It was more than enough motivation to walk out the second hotel with hope of finding her in the next. Staring down at the cobbled road which led a path to the unknown, he began to think ahead. If he wanted to get closer to Emma, he'd have to be the perfect gentleman. At least it seemed like she would like that.

_Hotel Jardin Odeon_

Will stared at the name before his eyes found the open door, inviting him to look like an idiot once more. Taking a deep breath, he slid his hands in his denim pockets and walked in with a cool and collected poise. The clerk saw him first, quickly jumping from his seat. It was obvious he was slacking.

"Ce que je peux vous aider avec quelque chose, monsieur?"

Will starred at him, baffled.

The clerk shook his head, "Sorry. Can I help with... something?"

"Je cherche quelqu'un." Will's words were as broken as the man's english as he tried to remember the phrase. When he finished he read the clerk's name plate. _Eug__e__ne._

Sitting down, Eugene quickly cleared of the dishelved desk and began typing on his keyboard, "Name?"

"Em - "

His answer was interrupted midway. Emma stood on the staircase, her mouth slightly agape. Why was he here? In attempt to appear unphased, she fixed her posture to stand as straight as possible and made her way down each step swiftly. She said good morning to Eugene before acknowledging the man who came to see her.

"Will." She spoke quizically. "What are you doing here?"

He smiled. "I wanted to know if you'd be interested in joining me for coffee."

The expression on his face made her melt. She crossed her arms, hoping to protect herself from being too affected by his charm. "You barely know me."

"Exactly. I'd like to get to know you, Emma."

Will took a moment to look to really look at her. Her freckled skin flushed under his intense gaze and red hair fell over her face pecrfectly. Her eyes were large and deep, and before he could get lost in them his gaze fell to her lips. If only he could take her right against the wall and kiss her. Maybe even make her hair become a little less perfect - that'd be ideal.

He was gawking. Suddenly, Will cleared his throat. "What do you say?"

Emma tilted her head to the side and sighed, thankful that he broke the uncomfortable silence first. "Okay, but you're paying."

He raised his eyebrows and nodded with amusement, "My pleasure."

x

"And I've been on broadway for about six years now."

Will took a large gulp of his coffee.

"Wow." He was accomplished and for some reason it intimidated Emma. "Unfortunately, I don't have much of a story."

Will ran a hand through his hair before bringing it down to his jaw so he could rest his head on the table. Maybe she didn't have any secrets - Emma was an only child from _Ohio_ of all places.

"Tell me anything."

Reluctantly, she began to go through various stories and if they were apart of his life he would consider them to be of little importance. When she began to say something about college or whatever he began to zone out. Yes, Emma was very attractive - and she probably didn't even know it. Hell, she probably didn't even try. It was subtle and it was sexy. Her mannerisms, the way she bit her bottom lip in thought or from nervousness - he wanted to see it all.

When he finally came to, she was looking at him was a dissapointed expression. "I'm sorry. Am I boring you?"

"Yeah - I mean no! I just got distracted for a second, um..." He didn't mean for his disinterest to be so obvious. Will gestured her to go on. "I'm listening."

Emma offered an awkward luagh, and then finally, she blushed.

"Lastly, I'm a guidance counsellor at a high school and I spend every day talking to hormonal teenagers."

"Really?" He chuckled lowly. It wasn't hard to embarrass her. "It doesn't change much does it?"

When her lips found the straw of her latte, Will gulped.

"The routine?"

"The hormones."

His expression was serious, and she had to look away for a moment. Strangely, his statement didn't seem as ambigous as she would have liked it to be. Tucking a piece of hair behind her ear and she looked up at him and took a deep breath.

"I think by a certan age it's about self control," Emma quipped.

Will hadn't had control of those since yesterday morning. It was frustrating and he bit into his bagel with a little more bite.

"I think it's great to lose control sometimes." He thought about his words carefuly. "Do you like to go clubbing, Emma?"

Her eyes widened at his question. He was most definitely full of surprises and as much as it made Emma wary, it was also excited her. She also wasn't as carefree. Shannon was though - her and Will would probably get along. _No_, she wanted to try and get along with him.

"I don't. It's not really an interest of mine." When she noticed his expression fall she continued, "I did once in college, and Shannon took me to a karaoke bar once, but -"

"Karoake?" He scoffed, "You have to try a nightclub in Paris. Trust me, it'll be great. You can bring your friend along if you'd like."

She flushed once more, before shifting in her seat uncomfortably. The cafe seemed suddenly go quiet, and she brought her voice to a wisper.

"You're inviting me to a club?"

"No. I'm _telling_ you to come." He spoke in a low, sexy voice and it was almost her undoing. Reaching into his back pocket Will grabbed and pen and began to write on a spare napkin. Leaning forward, he passed it to her. "Will you call me on Friday?"

He almost sounded desperate.

Taking the napking from him, Emma stared at the number for what seemed like a long while. Pursing her lips, she thought about the situation. His fowardness was something she couldn't help but feel flattered by despite it being so boorish. And if she didn't feel so out of his league, she would have jumped at the invitation. Emma closed her eyes. If Will Schuester wanted to spend the night out with her then she would go along with it. And if Shannon was there, nothing wrong could happen, right?

"I can do that."

He was schocked quite honestly - and he was damn near close to jumping out of his seat with excitement.

"I'm looking foward to it more than you know." Before she had a chance to respond, he quickly grabbed their trash and headed to towards the waste basket, feeling a lot more confident and a little less frustrated. Friday night was going to be great.

x

The club was loud and hectic, and Emma felt very out of place. She could barely see beyond the flashing lights of the dance foor, causing a brief moment of panic. She had no idea where to find Will.

"I don't see him anywhere!" She raised her voice to be heard above the thumping speakers.

"Maybe we should try the bar. Come'on." Shannon didn't have to yell.

Unsure of what else to do, Emma followed her through the massive crowd, trying and failing not to bump into anyone. In her mind she wished for the night to end quickly but as they reached the bar and were greeted by a handsome as ever, Will Schuester, her thoughts were quickly dispersed.

"Hi," she managed to squeak out.

"Hi." He slid his hands down the denim of his jeans and showed off his beathtaking smile.

Emma was dressed in a tight yellow tee shirt and dark washed skinny jeans. She looked great - and she would probably look even better without any clothes on. Will ignored the images in his mind for a moment before turning to Emma's friend.

"And you must be Shannon."

He extended his hand and she shook it firmly, which surprised him. Then he noticed her Western style attire and removed himself from her grip even more bemused.

"Howdy, Will. Emma here's been talking about ya' all week." Shannon reached up and patted Emma on the back, causing her to stumble fowared. Her face was a new shade of red. Will raised his eyebrows and gave Emma a smug grin, causing her to look down at he ground. He took pride in the fact that he affected her too.

"I'm gonna go find myself a cowboy." Her statement was directed to Emma and then smiled to the both of them. "You two have fun."

"Thanks." Emma murmered before looking back up at Will, meeting his intense gaze.

He chuckled, "Have you been fawning over me, Miss Pillsbury?"

"No." She hastily rebbuted. It was a lie. "So now what do we do?"

Will smiled, "Drink?" Placing his hand on the small of her back, he led Emma to sit on one of the stools. Settling down, a bartender approached them and asked what they would like to drink. The music became a little softer and she tried ignore her surroundings.

"Just a water, please." Emma spoke meekly. She didn't really drink, let alone go to bars.

"Just a water?" He asked in a moking tone and then pursed his lips in dissaproval. When he noticed her biting lip he sighed. She was getting nervous again. Looking at the bartender, Will compromised. "She'll have a virgin mary with little virgin."

The bartender smirked before walking away.

_Let's try the gentleman approach._

Shifting in his seat, Will turned to face her and grinned. "You look lovely, Emma."

For a moment she looked shocked, though it wasn't by accident that she upped her appearence. Gratefully, she returned a shy smile.

"Thank you."

He looked away briefly, and licked his lips. Their drinks arrived and he raised his glass. "Cheers."

Hesitantly, Emma took her glass and took a sip - this was for a good time.

An hour later, Will was loosening his tie and unbuttoning his vest behind a tipsy Emma as a pop song played overhead. The crowded dance floor may have made him sweat, but the feeling of Emma grinding against him set his body on fire. Holding onto her waist tighter, he leaned in to whisper in her ear.

_Baby you got me doing dirt, doing dirt, doing dirt. And now I wanna find you, but you're off the run._

"Just so you know it wasn't my intention to get you drunk."

She slid down him once more, and giggled. God, he loved that sound.

"I don't mind!" Emma's words were betrayed her very vulnerable demeanor, not to mention the four empty glasses she left behind at the bar .

He smiled contently, "I just wanted you to relax."

_Hold me, we're dancing in the dark of the night._

Taking her hand loosely, Will raised it above their heads and spun her around with ease. In a second, her body was flush against his and he held her close. Emma brought her hands to join at the base of his neck and he wrapped his arms around her, moving with him to the pulsing beat of the song.

About half way through the song, Will began to roll his hips into her with much ease and sensuality. Her eyes widened slightly as she felt his arousal against her and she flushed. He really wanted her. Emma worried that in her intoxicated state she would make some wrong choices, but then her thoughts were intterupted by his hands breify brushing her behind.

"Are you sure you're okay, Emma?" He held her comfortably at the hips.

"Yes." Wearily, her forehead came to rest on his shoulder and her words were slurred. "I'm okay."

Will took a sharp intake of breath. "Good."

_You're shining like a neon light, I light you up, when I get inside._

Emma looked up at him then, his face glistening under the lighting in the most delicious way. Instinctively, she cupped his face and leaned foward to kiss him. When their lips met, Will felt all his blood run south. This was not happening. Quickly, he slid his hands up her body and allowed his fingers to tangle in her hair. When he pulled her toward him, she moaned into the kiss and he took full advantage to enter his tongue her mouth. He explored with skill, making sure to remember exactly how it felt when she joined him.

Finally pulling apart for air, she stared at him in awe. They gazed at each other for a moment, unsure of what to do or say. Biting her bottom lip, she ran her hands down his torso tentively. Will grabbed her hands as she reached his waist.

"Will."

"Yeah?" He asked breathlessly.

"I really like your vest."

He looked at her skeptically, and found nothing but a mystified gaze. They just kissed and all she could do was compliment his vest. Yes, Emma was quite drunk - and when she returned his gaze expectantly, everything he had wanted for the night was quickly diminished. Instead, an overwhelming urge to just make she would be okay took over.

_So won't you touch me? Cause everybody's watching us now. We're putting on a show for the crowd._

Bringing her right hand to his lips, he kissed her knuckles gently.

"Let's get you out of here."

_I wanna be with you all night, in the car let's go. Yeah let's take it home, let's take it home, let's take it home._


	3. Chapter 3

**A/N: **Many thanks for the reviews and follows/favorites last chapter. This is the longest chapter so far so enjoy!

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**Chapter Three**

Emma's eyes fluttered open, greeted by a ray of sunlight that seeped through the curtains across the room. Quickly, she closed her eyes again, not giving them a chance to adjust to the brightness. In fact, she wanted to crawl into a dark hole. Her head wasn't hurting as much as it should have been, but the mess she made of herself the previous night was punishment enough. How did she even get back to the hotel?

Opening her eyes once more, she really took a moment to absorb her surroundings. The curtains weren't the right color – no, the carpet wasn't either. Alarm washed over Emma and quickly she sat up, tangled in the sheets. Across the room was Will, eating a muffin and sitting with a newspaper as if he could read it.

"Oh God." Her voice was barely above a whisper.

Will's head snapped towards her direction, eyes wide.

"Did we…?"

"Yes." His expression was serious.

Her face suddenly went pale and she shook her head frantically. "We slept together?"

"Only in the literal sense." His face broke into a grin as he chuckled lowly, putting his paper down. "There aren't any couches in here, but don't worry, I kept to my side of the bed. And before you start freaking out, Shannon knows you're here."

She visibly relaxed, the color coming back to her cheeks. Taking a deep breath, she ran her hands through her hair and sighed. This was a disaster. Looking down, she found herself wearing a large t shirt and it definitely wasn't hers. Then it dawned on her that the only things she was wearing from yesterday were her undergarments.

"And did you undress me?"

Will shrugged. "Your clothes looked uncomfortable to sleep in."

Standing up, he grabbed a tray of pancakes and eggs and began to walk towards her. He wore loose pajama bottoms and a thin grey t shirt. Emma began to twiddle her thumbs mindlessly, in deep thought. Her withdraw was broken as he climbed onto the bed next to her, placing the tray over her lap. Will searched her face to get some idea of what she was thinking and furrowed his brow.

"What is it?"

Emma shook her head. "I'm confused. When we first met, you were actually really sweet – going through all that trouble just to find me, but when we had coffee you barely paid attention! _Then_ you proceed to get me drunk, and now all of a sudden you're worried about whether I'm comfortable or not?"

Will sat on his knees in silence.

"What's your angle?" Her voice raised in pitch.

If she hadn't been so accusing, Will might have actually laughed at the way her hands flailed in the air vividly. Why couldn't she just accept his decency? He was a lot more patient than what he should have been and maybe it was time to be a lot more honest. Leaning forward, his expression darkened.

"My angle?" Will growled in frustration. "Did you want me to take advantage of you? Because quite frankly - yes, I would like to have sex with you."

He slid his fingers through his curly mop in frustration.

"And it was damn hard keeping my hands off of you, but I was too concerned for your well-being to be that selfish, so I restrained okay?" His voice had trailed off into a whisper.

Emma's breath caught in her throat at his admission. Nowhere in her mind did she expect him to actually tell her the truth. And honestly, she couldn't handle it. Suddenly, her temper flared - all he wanted was sex?

"Is that all you want?" Her gaze bore into his with vigor.

Will shook his head. "Maybe. I won't disrespect you though, so if it's not what you want then - " He held his hands up in defeat, " - I'll give you space."

"Quite the gentleman," Emma countered sardonically. "I'm surprised you aren't married."

His body tensed. Will closed his eyes as if pained and let his head fall. What could she possibly know? Quickly, he changed the subject, making sure to appear unaffected by her words.

"Your food is going to get cold," he said in a mumble.

Ignoring his mercurialness, she looked down at her tray and sighed, "I'm not exactly hungry anymore. I usually just buy coffee every morning anyway."

Instead of fighting back, Will crawled off the bed and ambled towards his bag with annoyance. Emma watched as he rummaged through his belongings, returning with two tablets. She held out her hands and accepted them humbly.

"I'm sure you have a headache - these will definitely help."

In that moment, her anger subsided and she whispered a 'thank you.' His expression softened as he watched her. Emma took a large sip of her orange juice and swallowed, making sure to avoid eye contact. Why did he disconnect from her suddenly? Deflated, he turned so his back faced her and headed towards the window, opening the curtains. Light came in the room, consuming everything.

Biting her lip, Emma spat out in the silence, "Why did you get so… defeated when I, um, made that joke about you being married?"

Will's head shot up at her voice, "I didn't get defeated." The words seemed to tumble from his mouth with little conviction.

"Yes you did," she retorted quietly before moving the tray from her lap and sliding out of bed.

Crossing his arms, he stared out the window pensively. He wouldn't let her curiosity break through to him. Emma approached him delicately – that's how she was going to handle the situation. If they were going to get closer, she couldn't let whatever this was hang in the air between them.

"Tell me what happened." She prompted him softly.

"There's nothing to tell."

"Were you married before?"

"No." He answered quickly.

Emma looked at his reflection in the window. His expression was passive and she decided in that moment that a closed off Will was not someone she wanted to get used to – at this point, even jerky Will would be better. Wrapping her arms around her middle, Emma stood next to him as a silent plea. Out in the distance, the Eiffel Tower caught her eye, shining like a beacon of light. Maybe they'd get to go there together.

"I don't know why you're so concerned." Will acknowledged with a slight smile which quickly faded away. "No, I wasn't married. There was a time where I wanted to be, though."

He shifted where he stood, obviously uncomfortable. Unable to ignore the sympathy she had for him, Emma decided not press the unanswered question any further.

"You don't seem like the type for relationships."

"I'm not." He replied honestly. "I think you know that by now, Em."

It was a subtle warning that Emma caught but chose to ignore. However, she couldn't help but feel slightly disappointed. Would she ever become more than just an object of his desires?

"What do we do now?"

"I don't know, Emma. What do you want?"

Will tilted his head to the side and turned to face her. He itched to touch her all morning and now he felt like he could. Tentatively, he stroked her cheek and she stared up at him wide eyed. If only her stare told him everything – then he'd feel content. Did Emma want him as much as he wanted her? He would make her if he had too.

Emma let out a shaky breath. "I need time." She bit her bottom lip before continuing with uncertainty. "To think about what I want."

He stared at her lips and rested his hands on her waist.

"You kissed me last night, Emma." Will reminded her vaingloriously. "Do you remember that?"

She flushed far deeper than her skin. The night before was mostly a blur and she silently cursed herself for being so careless. Closing her eyes, Emma ran through everything that happened. There were drinks, there was dancing – oh yes, now she remembered, but what was it like? As if Will could read her thoughts, he began to whisper with mirth.

"It was something like this…"

Her eyes shot open as his lips brushed hers and they closed just as quickly. His muscles flexed beneath her as she held onto his upper arms for support, standing on her toes to bring them closer. Her bottom lip got caught between his teeth gently before he pulled away, leaving her aching for more.

"I think you'll have to remember the rest on your own, sweets."

His voice sounded young and peaceful, leaving Emma feeling nothing more than a frustrated child. Falling back on her heels, she released him reluctantly. He was certainly back to normal.

Will smirked, "I'm gonna take a shower now." And then noticeably, he looked her up and down. "My shirt looks great on you by the way."

Ceasing any comment she could make, he winked and planted a kiss on her cheek, before heading towards the bathroom. She gaped as he slid his shirt over his head, making his sculpted back visible. It reminded her of a Greek statue. He stretched before entering the bathroom, shutting the door behind him and she stood alone. Emma longed for the day that she could wake up in his bedroom again, but under far different circumstances. If Will was going to have his wicked way, she'd have her way too.

x

Will stared at his reflection in the water and sighed deeply. Not hearing from Emma for a week had bothered him more than it should have and he hated himself for being so infatuated. Why hadn't she called? He gave her time and he definitely gave her space. And if he was being honest with himself, he hadn't been this frustrated in a while - or lonely. Burying his face in his hands, Will taped his foot on the bridge benath him anxiously.

She was sure she had feelings her him - deep feelings that were imposible to ignore. Never could she have imagined herself falling for someone like Will. Even his most imperious traits were charming in a very autocratic way that made him all the more enitcing. Emma knew however, that under that rough outer exterior was a man with benevolence that could offer her so much more than he would be willing to admit. Could she break through? Only if he felt as deeply for her as she felt for him.

"You've been out of it for the past week, Em." Shannon pointed out with concern that spoke volumes. "Why haven't you called him?"

Emma was thankful for her interference, unsure of exactly how long she had been sliding her hand acrross this abstract statue at the Louvre Museum. Her mind had been drifting lately - to a man with gorgeous curly hair that she still hadn't gotten the oppurtunity touch, along with the rest of his body.

"I can't."

She meant what she said. If he really missed her, he would call. Emma couldn't help a familiar feeling of insecurity fall over her. What if he had found someone else and moved on? No, she surely meant something to him - even if just a little. Otherwise he wouldn't have gone through all the trouble the other night to make sure she was okay.

"It's obvious that Will's crazy about you. He's probably just shaking in his cowboy boots." Shannon suggested with mirth.

He was far too experienced for that. Trying to stiffle laughter, a buzzing in her front pocket caught her attention. Pulling her phone out, Emma recognized the name on the screen. Her restraint lost to a battle of simply wanting with transformed to needing him and tentively, she answered the call.

"Emma." He breathed through the phone. "How are you?"

"I'm okay." She answered quietly, relief washing over her face.

She heard Will sigh before he spoke again, this time with less confidence.

"Can I meet you somewhere?"

Looking at Shannon, she received a nod of approval and gripped the phone a little tighter. The rest would be up to fate.

Two hours later, Emma found herself being pushed roughly against the outside of a bright building, somewhere on the lone, cobblestone streets of Paris. Will placed his hands on either side, pinning her to the surface behind them with his hips. He began to assult her face with a flury of kisses, melting on her skin like snowflakes. She flushed beneath his touch, completely thrown off. Will took a moment to let her appearence sink in and Emma glowed under the precious moonlight, illuminating her beautiful face.

He kissed her deeply then, letting all the longing and emotions he couldn't name but feel overflow from withtin. She reciprocated the kiss passionately, standing idly by as a flood of feelings began to reach the surface. Once they broke apart, he lowered his lips to suck on her neck gently and buried himself, wishing he could do this everywhere. He mumbled incoherent thoughts aloud, worshiping.

"God, I missed you Emma."

Throwing her head back in contempt despite the massive display of affection, she sighed before moving her hands to rest on his strong chest, pushing him away slightly.

"Wait."

It was a command, but seeing Emma's hair so disheleved in front of him because his desire, Will wanted to break all the rules. Keeping his hands in place, Will pulled away reluctantly and licked his lips. After a more than unwelcomed silence, he raised an eyebrow curiously.

Emma continued to breathe heavily. "I'm not really prepared for any of this - you were just some guy I met at a bookshop. And if anything is going to happen, I want to take whatever we have... slowly."

"Slowly?" His features were etched with confusion and he chuckled with dismay. "We only have two weeks left."

"I know, I know."

The words escaped from her lips from some place out of mind and her heart took over. Emma stared into his hazel eyes anxiously, lost to the point of no return. He closed his eyes as if in agony and her stomach plummeted at the sight.

"I don't think a relationship is a good idea." Each syllable hung in the air with more doubt than the previous one and he felt lost - this was not the plan. Then suddenly it clicked. If there was anyone out there that could change his facade, Emma Pillsbury would be the exception. She saw that he was distaught and quickly tried to fix the damage.

"I can't give myself to you if you won't try - but I really want to." She wanted him so badly and had to try her hardest to keep the tears that were threatining to fall at bay.

"Please, Will."

His breath hitched in his throat. With hesitation, he slid his hands down the wall and found hers with ador. Their fingers intertwined and for the first time she had held his hand. Pulling them to rest inbetween their bodies, Will held on with a devotion unbenknownest to the both of them. Under these stars, he'd do anything to be close to her. That's how much he wanted it.

"Are you sure what you want, Em?"

Slowly, his forehead came to rest on Emma's and her breath tickled his skin in the most wonderful way. Emma felt herself finally relax with content and nodded against him. In that moment, the corners of his mouth twitched involuntarily, and Will looked into her eyes with a new found affection. And with one, he managed to erase a multitude of uncertainty.

"Only for you, Emma." He smiled. "I'll try."


	4. Chapter 4

**Chapter Four**

And he did try.

"I hear French ice cream is amazing."

Sliding her seat out, Will smiled brightly in an attempt to be the perfect 'boyfriend.' He wasn't just himself anymore, he was hers. It was hard for him, being there for someone else with strings attached.

"Thank you."

Her hair bounced gingerly on her shoulders as she sat down, pleasantly surprised by his chivalry. Things were slightly awkward at times but he never failed to make her smile. Emma knew he had a loving side somewhere beneath that rough exterior and she couldn't wait to have all of it. One question hung on her mind though.

"When was the last time you were in a relationship?" She quipped.

Will looked up at her innocently in between spoonfuls of rocky road.

"I honestly don't remember. Is that bad?"

Her eyes widened and she stammered a response. "No - sorta. I don't know."

Emma could have chastised him for being so careless, but she wasn't bothered. She almost felt a sense of pride, knowing that she meant more to him than the rest. Though she would never ask how many.

"I think you know what my 'love' life is like." Will cleared his throat and leaned towards her. "What about yours, Em?"

He watched as she toyed with her spoon nervously, wondering why she was so modest. It was admirable – the way she didn't have to prove anything. She was so different and it made him all the more infatuated.

"I've been in a few relationships, but nothing recently. It's been kind of nonexistent until now... if this counts."

Will looked at her skeptically. "Kind of?" Her face went red. "You're blushing."

She covered her face in embarrassment, unsure of why she was so nervous. It must have been the Will Schuester Effect. Maybe by the end of the trip she'd be over it, but even that seemed too soon.

"Okay, okay. There is someone interested in me."

He muttered quietly. "Obviously."

Emma tried her best to feign amusement, and he laughed boyishly.

"No, back home. His name is Andy." Folding her napkin, she looked at Will reassuring eyes. "I haven't really paid him much attention though."

His lips parted. "And why is that?"

"Well he hasn't exactly swept me off my feet." Her tone was implicit, making it clear that no one measured up to the man across from her.

Before responding, Will noticed a dab of ice cream beneath her mouth. Ignoring his first instinct, he reached across with two fingers, slowly wiping the strawberry off her cool skin. He noticed her dreamy expression as he licked the frozen treat off his own fingers before speaking lowly.

"I could do that."

She bit her bottom lip. "You already have."

"I mean in more ways than one." He clarified suggestively, but as lighthearted as possible. "Unless me taking you to bed in your slightly intoxicated state counts as sweeping you off your feet."

They shared an awkward laugh, memories of that night still very vivid. Yes, Emma may have felt badly about it, but she was secretly glad it happened. And if didn't, they probably wouldn't have been sitting there in a small ice cream shop, learning about each other with nothing but complete devotion.

Will's ice cream dripped down his chin so he wiped it away, soon after wishing he had let her do it. Emma beamed at him then, and he raised an eyebrow, wondering if she read his mind.

She gave him a spoonful from her bowl before giggling shyly. "You have a chin dimple. It's cute."

His mouth slowly slid off the spoon and he tilted his head to the side in anticipation, expecting her to catch on, but she didn't. Instead, her spoon hung in midair as she stared him quizzically and Will decided to say what was on his mind.

"Well are you just gonna stare at it all day or are you going to kiss me?"

The low, seductive way he spoke did more than enough convincing. It was like he was a master of the universe and gravity would always pull her right towards him. Closing her eyes, their lips met and as usual, sparks flew.

When they pulled away, Will looked at his watch with excitement. "I have a surprise for you."

"I don't really like surprises," she told him honestly.

"But you like me." He stood up, radiating confidence; and within seconds, he was leaning down and whispering in her ear. "And there's so much we haven't done yet."

x

Emma couldn't believe that his surprise was a boat ride. She offered to help him with the rowing and he politely declined because he wanted her to relax. It was a lot of work but he enjoyed it – his smile said so.

"I hope Shannon doesn't mind me stealing you away for an entire day." Will quipped as he rowed their boat down the small stream casually, passing by stone buildings and picture-esque scenery.

She looked down at her shoes and smiled. In fact, she was encouraged to spend as much time with him as possible – something about experiencing new things. "No, she doesn't mind."

She began to giggle quietly at the thought, and Will smiled a genuine grin that Emma had become to grow fond of.

"What's so funny?"

Emma ceased all laughter and gulped. "Nothing."

"Tell me." Will's curious gaze gleamed under the moonlight.

"No."

She resisted his interrogation, keeping her mouth firmly shut. The rowing ceased, leaving the boat at a standstill. Emma eyed him with scrutiny as he rolled up his sleeves. With a serious expression, he eased his way over towards her, one knee sliding across the worn wood beneath them.

"What are you doing?"

"I'm being persuasive."

Something in his tone caused Emma to put up her guard, though she immediately lost all control as he grabbed onto her waist and began to tickle her merciless.

"Wait no! "

She pled to him in between laughter and he continued to try and coerce what secret she may have had out of her. Her stomach clenched tightly, and she could barely speak. Will smiled relentlessly as the boat began to rock beneath them, enjoying the charade as she squirmed beneath him. He was no longer concerned with what she was hiding, but the sheer sound of her laughter alone.

"Stop Will! Please!" Emma couldn't take the assault any longer. Somehow, she managed to slip from beneath him, quickly bringing herself up to lean one side of the boat.

Will reached for her once more, concerned by her position.

"Emma, come here."

She slid back fearfully, bringing herself on top of the boat's edge. With a shrill scream, Emma fell into the water, causing a huge splash. The tilt of the boat caused Will to fall back and his eyes widened with panic. Quickly, he jumped up and moved towards the edge of the boat, gripping the sides tightly.

"Shit, Emma!"

Without time to think, Will jumped into the cool, glistening water. Emma's head bobbed up above the surface, grasping for air. He grabbed her then, a wave of guilt washing over him. She shut her eyes closed tightly, thankful for his embrace. The water splashed their faces gently as they struggled to float against each other. Slowly, he brought them both to the side of the boat, helping her up to reach the edge.

Will climbed in after her and muttered apologies as he held her shaking form from behind, protectively.

"I got you." He kissed her wet hair comfortingly. "I'm so sorry, Emma. Are you okay?"

"I'm fine." Emma managed to cough out as she evened out her breathing. Had he have ever sounded so… loving?

They sat on the floor for a few minutes in silence, his arms wrapped around her middle protectively. If it wasn't for his warmth, she'd probably be shaking from the cool breeze. Finally, she began to relax as he broke the silence.

"I really didn't mean for that to happen." Will murmured softly.

"I know." Her tone was understanding, knowing it wasn't only his fault. The mechanics of a row boat in water weren't hard to grasp, and she wished she had been more careful.

He shook his head, "I was trying to keep you from falling, but I just made things worse – "

Emma grabbed onto his hands and silenced him.

"And you saved me, Will."

"I'm far from a white and shining armor." His tone was almost sorrowful and he hastily diverted the conversation. "You're probably mad at me, aren't you?"

"Yes." She admitted and shivered slightly. "I'm soaked!"

"We can dry off together if you want…"

His voice trailed off as she turned to slap him playfully on the chest. He laughed with amusement, and her face flushed from frustration. The boat swayed gently beneath them, and they stared at each other under the night sky.

Will chuckled. "Do you know how sexy it is when you get angry, Em?"

"Really?"

Emma spun her body around to fully face him, feeling anything but how he described her at that moment. The blush on her cheeks showed just how bewildered she was and she bit her bottom lip nervously. Will narrowed his eyes with want and leaned towards her.

"Really." He cupped her chin and closed the space between them. "I'm so glad you're here Emma."

Her eyes fluttered closed as their lips touched, rekindling all the adrenaline that was coursing through her veins just moments before. Will's hands found their way to the base of her neck as he lowered her beneath him, deepening the kiss in complete and utter paradise.

x

They found themselves in the same position later that night, though this time much more comfortable and lying on his bed. Emma felt adventurous and scared both at the same time, not because the moment but of what it could lead to. Taking it any farther than his teeth tugging on her bottom lip would cause red lights to flash her mind and she almost didn't notice his hands tugging at the hem of her shirt. Breaking the kiss, she reached for his hands, pushing them away gently.

"I can't."

Will pulled away reluctantly, her words playing in his head like a crash landing. Everything was going great, at least he thought.

"I'm sorry?"

"No." She closed her eyes. "It's me. I think we should wait."

He lowered his head in frustration. His mind flashed back to the conversation they had only days ago, just now realizing the value of his promise. Did she not know how hard she made it for him? Having to suppress all the urges and feelings he had, knowing there was such little time to show her; show Emma how much he wanted – no, needed her?

Looking up, Will found a blush had crept on her face, and climbed off of her slowly. Emma watched as he moved to sit on the end of the bed, his fingers steepled under his chin. Reminding herself that she doing the right thing, Emma sat up at the far end and began to speak.

"I know this isn't what you hoped for, but we agreed to take it slow, Will." She was surprised by her confidence which was usually done away with in his presence and continued, "I want it too, but not now."

Will sat silently, absorbing everything she said and trying to process it at the same time.

He tilted his head to the side, "And what do you want, Em?"

"I already told you," her voice wavered, taken slightly off guard by his question.

"You never actually said you wanted a relationship but I know, Emma. You want all these things that I can't possible give to you – at least not here."

Will spoke softly, trying his hardest to be honest and gentle but failing miserably. He was sure he had heard a shaky breath, and crawled towards her on the bed, sitting at a distance. Her eyes were cast downward, and it killed more than anything not be able to be on the receiving end of her, loving, accepting gaze.

"Emma look at me." He pleaded with concern, not caring if he sounded narcissistic or controlling.

For what seemed like lifetime, she finally looked at him and Will sighed with relief, "I didn't come to Paris, looking for this – what we have. And I think you know what I mean. But when I first saw you in that bookstore, I knew then that I would do whatever it took to be close to you. I've compromised, Em, and I really hope you see that."

"I do." She smiled sorrowfully. "You've been wonderful."

Emma brought her legs to her torso and wrapped her arms around them, looking for some solace. She knew what he was saying was right, and it was the worst feeling in the world. They were so close, but he still wasn't hers. Biting her bottom lip, she watched the lines on his forehead crease before he opened his mouth again to speak.

"I think we both know you have very high expectations," he let out a contrite laugh. "So now I need you to promise me something."

Her eyes widened slightly, "What?"

Will held his hands out as if reaching for something and sighed.

"In two weeks, all of this," gesturing between them, he went on. "It'll be all over – me back on Broadway and you in Ohio, being there for the people who really need you. Just promise me that whatever happens from here till then, you won't let it take anything away from you, because I can't have that on my conscience."

He reminded himself that this was about her and somehow he found himself kneeling directly in front of Emma, holding onto her shoulders loosely. Kissing her forehead, he murmured against her skin.

"The way your eyes light up when you talk about something you love." Titling his head down, he placed a gentle kiss on her lips, "And the way you smile that makes everything else wrong, seem so right."

Will pulled away slightly, this time with reverence and he searched her face with some kind clue to what she was thinking. He was surprised to learn just how reserved she could be over the time they spent together, but he loved to try and figure her out.

His breath was still hot on her skin when she spoke.

"If you keep saying things like that I'm gonna have a hard time not missing you."

Emma blushed softly before bringing her hands to rest on the back of his neck and she kissed him slowly. Will cupped her face before she pull away.

"No regrets?" She said with optimism and he chuckled with mirth.

He repeated her words deeply. "No regrets."

They sat there for a few minutes, drinking each other in before Will reminded how late it was. He offered to ride back with her to her hotel but she politely declined having other ideas in mind.

"Can I sleep here tonight?"

He raised his eyebrows, pleasantly surprised. Observing her eyes with any hint of uncertainty, he found none.

"Are you sure you want to?"

"Yes." She grabbed onto his hand. "Please."

Will smiled, "Alright."

Quickly, he sprang into action and walked towards his dresser, tossing clothes to the side haphazardly. Within a few moments and returned to her holding the same shirt and boxers he had let her sleep in before. She took them from them with a sardonic grin and with a kiss to the cheek walked into the bathroom to change. During that time, Will changed into his own sleepwear and waited for her come back into the room.

When she walked through the door he pulled the sheets on the bed back and Emma slid in gratefully. Turning off the light, he crawled in behind her slowly, wrapping his arm around her middle. He almost pulled her as close as possible, but then remembered that he hadn't exactly done anything to fix his problem down there.

"Is this okay?" He asked with care.

"Is there any reason why you're so far away?" She asked with a small giggle.

Will drew circles around her stomach, coyly. "I think you know why."

Emma scooted herself against him anyway, snuggling as close to his chest as possible. His breath hitched for a moment, but he could control himself. Will heard her steady breathing, and kissed her hair contently before going to sleep himself.

"Goodnight, Emma."


	5. Chapter 5

**A/N: **Sorry for the wait, I've been very distracted as of late but here's a good one!

* * *

**Chapter Five**

With only two days left in Paris, Will thought it would be a good idea to go out to dinner. Both Emma and Shannon agreed without hesitation, so there they were at lovely restaurant, playing everything safe. Will excused himself for a moment to use the restroom, much to Emma's dismay. She hadn't missed the questioning glances from her friend.

"I'm actually surprised." Shannon exclaimed before biting into her baked chicken.

Emma eyed her with confusion. "I'm not following."

"He really got whipped into shape," she explained. "How'd you do it?"

She almost forgot about the Will she met in the bookstore, or the one who tried to woo her in the cafe. For some strange reason, she had been completely smitten by that. But the guy she spent almost every moment with for the past six weeks was so much more special.

"I didn't have to do that much, honestly."

Emma made sure to keep out the part about her denying his overwhelming sexual advances in the beginning. "He changed on his own."

Shannon grinned. "Are you in love with Will?"

Caught off guard by her question, Emma almost tipped her glass over. Of course he made her stomach fill with butterflies and it felt like her heart was about to flutter away with them every time she saw Will, but did she love him?

"I don't know, maybe... he's really great and everything, but he probably doesn't feel the same way."

She watched Shannon slam her utensils on the table before ducking her head from in embarrassment. Emma was very confused.

"C'mon, he's crazy about you!"

Oh.

"And he'd like to have this dance." Approaching the table with a passive expression, Will extended his hand. "Care to join me, Em?"

He didn't deny it.

Emma shook her head, still in a daze. "Always."

They walked hand in hand to the small dance floor, easily getting the feel of the slow music. Will placed one hand on the small of her back before placing the other on his chest along with hers. They began to move effortlessly, his Broadway abilities showing.

"Is everything, okay?" Will placed a finger beneath her chin and tilted her head to look at him. "You haven't smiled all evening."

She frowned slightly, and it actually scared him.  
Emma was honest. "I'm alright. I guess I've been thinking a lot lately."

All her thoughts were about them and everything that would follow. The last thing she wanted was to look back and feel like they didn't make the most of it; and most recently, how much he really cared about her.

"Oh." He was sorta relived. "Well if it means anything, I like it when you smile."

Whenever she smiled, Will knew he was doing something right. And he didn't want to fail. Slowly breaking the tension, he laughed.

"I have to admit that I've been selfish."

She half grinned, genuinely interested. "And why is that?"

"All evening I wished I had you all to myself, but then I remember that we'll be with each other all tomorrow night."

He looked away as if embarrassed for some reason and smiled. Emma thought that he had never told someone anything like that. It was another way of saying he needed them, and until now he didn't seem to need anyone.

He spun them around. "We can do whatever you want to do."

Emma rested her head on his shoulder in deep thought. They had one more night. There had to be something to make it special. Looking at him again, she smiled tentatively.

"I think I want to stay in. Forget that we're in Paris and on a time frame – just be together."

Will shouldn't have been surprised, but he was. She always wanted to do something or go anywhere and he could never keep up, but tomorrow night would be different. He wished he knew why.

"I think that's a great idea."

x

The next night, Emma arrived at his hotel room with an overnight bag and a nervous grin. He kissed her cheek like he always did because it was natural. They sat on his bed comfortably, his arm around her shoulders and her head on his chest, holding him tight. The television played in the background and when the French programs became painfully un-enjoyable, they resumed with their usual activities.

He held her closely, wrapping one arm around her middle and putting all his weight on the other. Her kisses were the most passionate they had ever been and began to trail lower along with her hands which he didn't notice at first.

"What are you doing?" His breathing accelerated slightly as her fingers fumbled with the button of his jeans.

Never skipping a beat, Emma replied. "Isn't it obvious?"

Will made no move to stop her as she guided his zipper downwards, surprised by her eagerness and all the more turned on. He was sure that anticipation overshadowed any other feeling he had at that moment. It was new and he liked it.

He grabbed her hands gently and she looked at him with confusion etched on her delicate features.

"Take off my shirt." Will commanded lowly. "First."

Guiding her hands to the hem of his t shirt, he began to place kisses along her neck.

"You like to take things slowly..." Another kiss. "Don't you?"

Emma had trouble speaking so she offered some kind of foreign noise in response. Yes, slowly. Taking her time, she began to slide his shirt up his torso, feeling the contours of his abs against the back of her hands. What else was he hiding underneath his clothing?

Tossing the shirt aside, Will began to move against her smoothly, even against denim. She felt his excitement but remained oblivious, allowing her hands to explore his torso. Smiling against his lips as they found each other again, Emma squirmed beneath him impatiently.

"Will, maybe we could - "

He whispered into her ear coolly, "Shh..."

Emma silenced immediately and he knew that the only reason for that involved his fingers on the top button of her blouse and his breath hot against her skin. Her uneven breathing made Will want to lose control, but then he wouldn't truly be able to grasp this moment.

Quicker than intended, the last button had been undone, revealing a lacy blue bra and soft pale skin. Her entire body flushed as she watched him discover her, and she couldn't have felt more special.

Oddly, he wished the light was on so he could see better so instead he felt. His lips curled into a smile involuntarily as his hands skipped under the satin material to cup her breasts. Through long eyelashes he looked up at her in awe.

"You're so prefect."

Her eyes widened gradually, not only at his affirmation but the way he said it. Not too long after, he had removed her bra and teased her seldomly with his mouth, sucking and nipping gently. She moaned in pleasure and fisted his hair in her hands, causing him to grunt against her skin which was now hot and wet under his ministrations.

As his mouth left a trail of wet kissed down her abdomen, Emma moved her hands up and down his sculpted back, keeping close as if there were any chance he'd distance himself. When she began to writhe beneath him, he rocked his hips against hers like a sexually frustrated teenager.

Soon after, he felt her hands begin to find their way under the waistband of his jeans and she reached for his backside Will realized just how tight his pants were.

"Hold on."

Emma have him a knowing look as he slid off of her reluctantly, and walked over to his dresser causally. Quickly dropping his jeans, they pooled around his feet, removing an incredible weight. After rummaging through his drawer, he walked back over, trying not to gawk at the woman who was half naked before him - she was already blushing like crazy.

She saved him trouble and removed her own pants, getting under the covers with a strange feeling of loneliness. She really needed him there. Will slid under the blankets and kissed her deeply, eliciting a moan from deep within. Discreetly, her hands gripped onto the band of his boxers, pulling them down impatiently. He chuckled before reaching over to the nightstand and grabbing the condom from where he placed it.

He wasted no time siding it on, and Emma pulled him on top of her by the nape of his neck. As they kissed he felt the dampness of her panties and wondered just how long she had been ready. Carefully he slid them down, gliding them over her creamy thighs.

"This is what you wanted?"

He stroked the side of her face softly and she nodded with a smile.

"And more."

Emma noticed his eyes light up in an unfamiliar way before darkening with need. She gasped as he eased into her slowly. He was still for a moment to let the feeling sink in between them both silent and whole.

Either she had really driven him insane or Emma had already started to move to on her own, but Will knew he didn't have to wait any longer. He shifted a few times before starting to pick up a steady rhythm inside her which she followed effortlessly.

Will's name fell from her lips repeatedly and he was sure this was what heaven sounded like. She began to dig her nails into his back and he nuzzled his face between her breasts with a grunt. Unable to restrain any longer, he picked up his pace causing a litany of gasps to fill the room like some spirit that couldn't be tamed. Emma held onto his arms which flexed beneath her touch, and left hot kisses among his jaw.

"I can't hold out much longer."

His breathless plea made her ache for more, never realizing the effect they had on each other till now. Will thrusted once and she screamed out his name. Again and again he moved inside her, followed by one last command.

"Emma, let go."

Finally she fell apart around him with a strangled cry. Burying his face on her hair, Will poured himself into her finding the relief had been waiting for and it was so much more than he could ever have dreamed of. Collapsing on top of her, he rolled onto his side, pulling her close.

Emma placed her hand on his chest and caught her breath, completely and overwhelmingly finished. They shared words of adoration as he stroked her hair subconsciously, thankful that they waited – thankful that he could actually feel something.

"I'm so glad you're here." Emma smiled against his chest contently, entranced by the steady rhythm of his heart which was all for her.

He looked down at her with soft eyes, wondering if she knew all along that they'd be here, touching each other deeper than what should have been possible. Things would never be as good as this, so held her as she fell asleep in his arms, holding onto a feeling that could last.


	6. Chapter 6

**A/N: **This is a short one because of reasons, but please let me know what you think! If people are still interested, I'll keep writing. Thanks for reading :)

* * *

**Chapter 6**

He watched her through the night, not caring if he had gotten rest or not. It seemed like she had been asleep, but he heard her voice in the dead of night.

"Will?" Emma's query broke the three am silence but her voice was still breathy. "Will you take me to the Eiffel tower sometime?"

"Sure." He kissed her head and she nuzzled against his chest as they slowly drifted to sleep.

Someday finally came to the tune of the last day of their trip. It was the last day of everything.

Will admired the view, "It wasn't supposed to be this nice today." He thought Emma would respond much with a much more thoughtful description of the weather, but he surprised her instead as always.

"I've waited my whole trip to go here." Emma stated as she looked down on the town of Paris – people bustling to get where ever they're going, tourists getting snapshots of them next to the tower. It was all so surreal. It almost felt like a dream, but Emma didn't have to do that anymore because the guy she was so lucky to have found was right next to her.

"Why did you wait so long?" Will looked across at Emma, the wind blew around the hair that stuck out from underneath her beret and the look in her eyes was one he would not soon forget. It was memorizing.

"I wanted it to be special." She turned to look down on the city below again, as if her words didn't mean anything. Will picked up on the hidden meaning though. She was waiting for him - for a relationship to take her to the Eiffel tower. She loved him. Instead of welcoming the feeling, Will felt terrible.

The sky became colored with warm shades of pink, orange and purple as Emma and Will slowly walked away from the monument, quietly. "Thank you for taking me today." Her hand tightened in his, making him feel worse than he already did. "Thank you for everything."

"It was no problem, Emma." He barely looked at her all day, and he sounded very sad. Very un-like the person he led her to believe he was. She never did know as much about him as she would have liked.

"What's wrong?" They moved to sit on a bench in the outskirts of the town square; Emma loosened her grip on his hand almost cautiously.

"I'm just… sad I guess."

"Me too. But no regrets. Right?"

Will quickly changed the subject, for his own selfish reasons. "Did I really make you happy?"

"Couldn't you tell?" She laughed softly before nudging his shoulder in the most playful way. Emma thought she saw him crack a smile, though it went away too quickly to say. They fell into an uneasy silence and she wondered why he was the one being so... emotional. Was he that sad? Maybe he felt the same way she did after everything was said and done. She'd have to tell him sooner than later.

"I love you."

The words flew from her lips before she could catch them and a blushed followed. There, she finally said it. Will slid his hands down his face before taking a deep breath. This shouldn't have happened.

"I can't." He was lying. He could love her, if the walls he built were let down.

"What?" Her question was low and breathy, but her voice changed dramatically as she started her convictions. "You seemed to be pretty ready to love me when we had sex, Will." She took a deep breath remembering his loving gazes, and then shook her, continuing. "I should've known. You didn't change. Nobody ever does. That's all this was for you. Sex. That's all you came here for wasn't it?"

"You have no right to know what I came here for, Emma." His voice raised and he backed away from Emma, moving to the end of the bench. She didn't need to know that. "What did you come here for? To find your soul mate? To find true love like in all those movies women watch?" Lowering his voice, he let his anger settle down before speaking at a normal level. "I'm sorry if I led you on to think that, Emma. I'm not your soul mate and I'm not your true love."

She was stunned. Could he really be that cruel? Apparently so.

"You act differently from the first time we met. You have feelings for me, I know it. You're too scared to let your walls down and let someone love you and love them back." She was completely right. He felt optimistic and genuinely happy for the first time in the longest he could remember. Now he had something to lose. Something so prefect it made his heart skip a beat at the thought of what it could become and it scared him.

"I need you to forget about me. When you get on that plane, you've never heard of the name Will Schuester." Will said quickly, refusing to look at her.

"I don't want to forget." She stood up, her voice rising in volume. "And you don't get to tell me what to do!"

Her hands flew in the air vividly, and for a moment Emma forgot they weren't alone. She didn't want to scream or yell, but she had all these feelings about the man who she thought accepted them – the things most wouldn't even get the chance to receive.

He stood up. "I'm only saying this because I care about you."

"No, you don't. If you did you wouldn't be breaking my heart right now. You would be trying. You would tell me your feelings. You would say you love me, because I know you do, Will! You wouldn't have gone through all this trouble if you didn't have deeper feelings for me."

In her mind he was being cold and probably lying to her face to get his way like he had done from the beginning.

God, she was so right. Will's jaw tightened in frustration. She believed everything else he had said, but it was too late for him to be gentle. He took this beautiful gift and shattered it into a million pieces of hurt and betrayal.

"I do care about you, Em." His expression softened. "And I think you're really amazing and wonderful and you'll meet someone who loves you the way you deserve to be loved. There. Those are my feelings."

_I love you_. He couldn't get those three words out of his head. Emma was so much braver than him. He couldn't let his emotional walls down, even to risk being hurt, for the first woman he had a connection deeper than sex since his fiancée.

Silence.

"Are you done?"

Will took a deep breath. "I guess, yes."

"Okay." She said, barely above a whisper, biting her lip.

Will didn't know what else to say. Emma looked like she was about to cry and he didn't want to see that. Quietly, he watched as she gathered her belongings before walking towards her on whim. Emma looked at him with glossy eyes and he kissed her one last time, soft and tenderly.

It might have been his way of apologizing, or maybe it was one last act of affection for old times sake, but she returned it halfheartedly, letting a few tears fall between them. His lips trembled as he pulled away, realizing that was the end of what they had created together and neither of them could ever look back in it and smile.

"Do you want me to take you back to your hotel?"

Will wasn't sure why he asked, and he wasn't surprised when she began to walk away alone. He watched her until she was no longer in the horizon and sat on the bench, with nothing but self loathing and defeat – he had absolutely nothing left.


	7. Chapter 7

**A/N: **Hi everybody. Thank you for the positive responsive to the last chapter! I got me really excited and so, here is a lead in into part two of this fic.

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**Part Two: Interlude**

He winced in frustration as her phone went to the answering machine again.

"Emma… I know you probably hate me and I feel absolutely terrible though I can hardly imagine how you must feel. If you're even listening to these – just please call me back, okay? I miss you."

Dejectedly, Will placed his phone on the kitchen counter and shivered. The warmth he felt only a week ago, wrapped up in Emma's arms for whatever reason fate decided, had long since left him. He felt sorry for himself, but mainly for her. Will knew she was strong, but the only thing he could picture was hurt in her face when he made one of the worst choices of his life. Someone once told him that it gets better, but he wondered if you could ever really forgive yourself for ruining the most perfect thing the world had to offer. There was no bright side – no light at the end of the tunnel, just an impasse that he couldn't seem to shake.

His eyes focused on glass screen where he saw his reflection and he grimaced. He needed to shave - just anything to get his mind off of things. On a relaxed night like this he'd normally cook, but now a meal alone wasn't really a meal at all. It was nothing more than an empty feeling and a bottle of wine drown your sorrows, but he learned long ago that it just makes realize even more how much life sucks. He didn't want to be that honest with himself.

The doorbell rang unexpectedly, prompting him to fix his appearance hastily without any regard for formality. Changing into a clean shirt, he ran both hands through his hair and realized he needed a haircut as well, wondering how he had let himself go so easily. Sighing in frustration, Will walked through the living room into the foyer, his empty footsteps echoing behind. Looking through the peephole he tightened his jaw.

"Bryan…" Will opened the door reluctantly, a fake smile plastered on his face.

"Dude, you looked terrible! I thought you went to Europe or something." He laughed loudly, extending his arms for a 'bro hug.'

Will stepped back uncomfortably, following an awkward chuckle. "Yeah, well…"

Brushing past him obliviously, Bryan headed towards the kitchen and grabbed a beer from the fridge. Will walked over soon after and leaned against arch way, folding his arms.

He felt like he should have expected this.

"I hope you didn't forget about the match tonight."

Running a hand over his face, Will shook his head. "Shit, I forgot." And he couldn't care less. Yet, an hour later her was slumped on his couch watching two guys go at in a ring on pay per view. He tried to feign interest but failed miserably.

"Dude - every time I look at you I feel like grabbing a beer. What the hell's going on?"

"This fight is terrible!" Will nearly jumped out of his seat in faux frustration over a boxing match he wasn't even attention to. Running two hands through hair, he gritted his teeth and fell back onto the couch with a thump. Why wasn't she responding to any of his calls? He felt so pathetic – nothing but groveling for days and she probably didn't even care.

He watched as Bryan stoop up, barely convinced. His friend wasn't stupid.

"Right." He raised his eyebrows with sardonic grin. "I'm going in the kitchen."

Will taped his foot anxiously and decided that this was a good enough time to take his last swig of beer. All he wanted was to relax and to forget about everything that happened.

But he could never be that lucky. Even back in his apartment in New York, she was there. He didn't release how long Bryan had been until he finally walked back into the living area.

"Did you grab me one?"

When Bryan brought his hand from behind him, Will expected a cool glass to fly in the air. Instead his iPhone fell in his lap, the lock screen clear as day and as taunting as ever.

Bryan twisted his cap before sitting on couch near him. "I see why you're so hung over this chick."

"You went through my phone, dude? Seriously?"

With an exasperated sigh, Will covered his face with his hands. Through his fingers, he peered at the screen in his lap which showed a picture of him and Emma at the Eiffel

Tower in the background, wondering how such a sad smile was so much closer to a world full of happiness than he had now.

"Your phone buzzed on the counter and I saw this hot girl on your screen so yeah." Bryan had a habit of being completely honest. "Now who's your girlfriend?"

Will quickly muttered a response. "She's not my girlfriend. "

"So just one night?" He smiled his knowing smile which quickly faded when he noticed the serious expression on Will's face.

"No."

As much as it pained to admit it, she was so much more. He wasn't an exposed guy when it came to his feelings but Emma made him want to pour his heart out and get swallowed in the sea that it turned into.

"Since when are you so modest? What happened in Paris, huh?" Byran punched his shoulder in a joking manner before continuing. "Unless you want to keep some secrets for yourself then I completely understand."

Will's jaw tightened. He was long finished with objectifying Emma. "Relax, dude. It's over."

"She totally into you."

He shook his head. "I don't think she wants to see me again to be honest."

"C'mon, Will – everyone wants to see you again." Bryan laughed once more, oblivious to Will's sincerity.

"I messed up." His hands flew in the air at the height of his breaking point. "Look, I'm done talking about this!"

He finally owned up to his mistake aloud and it was probably too late. If only he had taken things seriously too before with then all these frustrations would cease to exist. And if things had worked out in the beginning, he might have been well off. But now it seemed that Emma was the only thing that made him okay. Uncharacteristically, he heard Bryan get angry.

"Then do something about it!" His friend snapped back, defeated.

Silence.

Bryan got comfortable and started to turn the volume of the television up. "I don't know man, just find her, sleep with her again – whatever. All I'm trying to do here is watch a match and…"

Will began to slowly tune out every futile thing he said and focused on the one the thing that was worth listening to. Do something about it. He could find her – then they could start over. He would be a new and improved Will Schuester and she would love him so much more. Taking a deep breath, he unlocked his phone and began doing searches for the earliest flight to Ohio he could get. Will knew exactly where to find her.

x

Seven days. Three hours.

In retrospect it hadn't been that long. At least not long enough for Will to stop calling. Emma stared at the missed call icon for what felt the thousandth time, trying to gauge some kind of sensible reaction. She wasn't as angry as she could have been – maybe because it was obvious that he hadn't moved on because neither could she. Every single voicemail was another reminder of him and what he did and Emma couldn't bring herself to listen to any of them.

"Are you okay?"

"He called again." Emma's face fell slightly, garnishing a sympathetic smile from Shannon. She was going away again even though she wanted to stay and be support system for her friend, but Emma consistently refused.

Turning off her phone with on swift push of a button, she felt as though she turned off all of her problems. "Look, I'm not going to answer him. Hopefully he gives up soon and then everything will be, okay."

"Are sure you want him to give up, Emma?" Shannon placed a stack of neatly piled clothes into her suitcase. "I mean I think he's a no good bum, but you were really upset and you still are, Punkin."

Emma shook her head, "No. He's only trying so hard so he doesn't feel so bad about himself – I know, I'm a guidance counselor."

She watched as Shannon gave up on protesting and let out a sigh of relief. To keep her feelings aloof, her expression remained passive and Emma tried to look busy. Reaching beside her she grabbed a pile of travel brochures and began skimming through them with little interest, another vacation being the last thing on her mind. He eyes caught sight of a brochure with the words: "New York City," on the front. Without much resistance, her mind drifted to an old conversation with Will.

"You see I got cast for a role in this new Broadway show – " Will squeezed her hands in his own across the table. " – which I can't talk about yet, but I'm actually really excited."

Her lips curved into a smile because she had never heard him talk so passionately about something. They had finally found their niche together and even in a place so foreign, they had gotten into the routine of sharing coffee every morning. Taking a deep breath, she shrugged nonchalantly.

"I would love to come… you know, if you want me to."

Will's eyes widened. "Really? You would come all the way to New York to see me perform?"

She bit her lip nervously and nodded in reply. It'd be worth the trouble. She gazed into his hopeful expression and tilted her head to the side, wondering what he was thinking.

Finally his face broke into a mischievous grin.

"I could get you back stage if you wanted…" His smile quickly dissipated. "If we're still in touch."

Emma thought it was too early to not be positive. They had plenty of time to find a place in each other's lives.

"I hope we are. We could be, right?"

He let out an exasperated breath. "Emma, I…"

Now she knew why he couldn't finish that sentence. The way his voice faltered and the way his gaze fell spoke more than any promise of a blissful future. Emma let the pamphlet fall the duvet beside her and closed her fists tightly, almost clenching the denim of her jeans. She wanted to cry – no, really cry. In her mind she envisioned all the times she told her students the vulnerability that came with bottling up your feelings. It was like a shaking a champagne bottle too much and watching it explode, completely helpless.

"I might not be too fancy when it comes to relationships or the human mind, but I know you."

Emma's head popped up at her friend's words; they were litany of truth.

Shannon sighed. "You're upset so you're frustrated, I mean c'mon Emma – if ya don't want anything to do with Will, then just let him know."

She could tell Shannon was disappointed and she knew how much she cared. Emma may have needed to talk to him, but she didn't want to. Not until she found her center again. The world didn't revolve around Will. There was a time when she was sure that the brought together for a reason and that. In the end, all she wanted was for Will to love her as much as she loved him – and he couldn't that.

"I don't want to talk to him." Emma finally affirmed – her mind was set. "And I don't ever want to see him again."


	8. Chapter 8

**A/N: **First and foremost I'd like to apologize for the long wait. In the midst of school and other various activities now, I will make it my job to update at least once a week. And with that, I hope you and enjoy and please don't forget to leave feedback. Thanks!

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**Chapter Eight**

He held onto the cool metal tightly, burning up on the inside with nervousness. _The Lima Bean_ really was the only coffee shop in this god forsaken town. Walking inside, he found a small wooden table in the far corner and sat down with little spirit. What if Emma decided not to get coffee today? He'd still wait. He'd wait until all his hope was gone and occupied with nothing but regrets. He couldn't get her pained expressions out of his mind from the day he left her and it make him sick. And it was all his fault.

He wasn't sure if it was an hour or two later but when a flash of red hair made it's way through the morning crowd he was sure time had stopped. Unable to wrap his mind around things, he just sat there and stared. Would she notice him? If he was honest she probably never wanted to see him again. He almost didn't see her pay for her order and walk away from the counter. And he almost didn't catch her on the way out either.

"Emma." He called her name out breathlessly.

It was so familiar. Emma slowly came to halt, knowing exactly who had called her name. She hoped it was dream, and that she'd wake up, safe and okay in her comfortable bed. His footsteps became louder as if they were on hallow ground, and reality met her unexpectedly. She didn't want to turn around, but something made her body move. She was drawn to him.

"I want to talk to you." Will mumbled nervously. "I _need _to talk to you."

He shouldn't have came. Emma shook her head and turned to walk in the opposite direction, ready to break out into a sprint. But then he called her name again, like he needed her and she had no idea why. She realized he had traveled all the from New York to find her and the thought was unsettling. Only soul mates found each other – and a week ago he told her that they weren't.

"Emma, please." Why did he have to beg? "I'm sorry."

She stopped again. "What are you doing here?"

Will opened his mouth to speak, but couldn't find the words. He thought it was obvious, but then again he wasn't even sure what he really wanted. He realized that he wanted to be with her in whatever way her could, but not once did he stop to think that there was so much more he had to earn first.

"You told me to forget about you and I'm really trying." She let out a shaky breath. "I don't know what else you want from me."

"I guess I want you not to hate me," he offered as his only reason.

No, she could _never_ hate anyone. And she wished that she could give all her love to him, but she couldn't – not now. Emma was sad and angry, and full of all these feelings that she never had before, all because of one man and the city of love.

"If you weren't here it'd be a lot easier."

Did his presence really hurt her that much? Will might have hated himself for what he put her through, and it only made him that much more persistent. He could fix her and they'd be happy.

"But you love me." He smiled to himself, surprised by the warm feeling it gave him to be able to say it out loud.

That's what she told him. She told him that before he had the opportunity to throw it back in her face and used it against her. How could he be so insensitive? It became obvious that he was desperate, but she wouldn't allow herself to feel bad. Not after how he made her felt. Emma finally looked in his direction with a reserved expression.

"I thought I did, but I was wrong. Everything that happened was a mistake and nothing is going to change that." She challenged boldly.

Running a hand through his hair in desperation, he looked up to the sky hoping that a miracle would fall down on him. It had been so long since he had to use words to show how someone how he really felt and he didn't know how anymore. It was his own fucked up issues that seemed to tarnish what might have been the only good thing to walk into his life.

He spoke quietly. "I could change that. Just give me a chance."

"I already did and you completely ruined it. I don't owe you anything!"

Will was speechless – and she was right. She was right for all the wrong reasons.

"Is this what you want – to stay angry?" He glared at her accusingly. "Trust me Emma, I've been there before and look at me now!"

Emma looked down at the ground, intimidated by his penetrating glare. Was she supposed to just forgive him? Of course not. A part of her wanted to – the part where she looked at him and remembered the gentle caresses or the soft feeling of his lips against her. For a moment he worshiped her, and just like that he broke her just as much. Maybe if he knew what it was like, he'd be more understand. How could he have been there before if he had always done whatever he wanted with women?

"You don't know how I feel! You've never been heartbroken before."

His heart tightened in troubling way, this time because of his own pain. Pursing his lips, he moved walked towards her solemnly and looked into her eyes with a hazy expression.

"Yes I have."

Her expression softened at his confession, but before she could respond something interrupted their newly discovered connection.

"Hey, is everything alright, Emma?"

An unfamiliar voice caused both their heads to turn in the same direction. Will's eyes immediately narrowed at the guy who sounded more interested in just 'helping' Emma and he wondered why he ever took what they had for granted. Of course guys would chase her – he knew first hand, but he didn't expect this kind of guy to be staring at her with blue eyes in a way only Will wanted to.

Waiting for an answer, both men turned towards Emma expectantly. Gaining her composure, she relaxed her posture and turned to face the unwelcome guest.

"Yeah, everything's um, great."

She made sure to smile the best she could and noticed Will frown out of the corner of her eye. This was so much more than she could handle. The man in front of her was kind and gentleman like without any difficulty, while Will had to reach far within himself to exhibit any kind of humbleness. And if she was completely honest, he was cute with scruffy hair that was the color of sand, but he wasn't attractive in the way Will was. No one she knew was.

"If you say so," Unconvinced, he smiled warmly at Emma and gently grasped her shoulder before extending his hand to Will. "I don't think I've seen you around before."

Will found Andy's grip to be firm as he shook his hand and gritted his teeth. _Bastard. _Everything he tried to accomplish had suddenly been thwarted.

"I'm from out of town." Looking towards Emma, he pulled his hand away. "I have some important _business_ to take care of. Though, I ran into Emma here who happens to be an old friend."

Andy chuckled, "Some place for important business."

He smiled almost knowingly; not in a cocky but a confident kind of way and Will actually felt threatened.

"I think I'll be very surprised."

He spoke in a way that he knew would grab Emma's attention and watched her flush. As the seconds dragged on, he realized that not only may he have embarrassed her, but caused some more anger to build as well. He'd have to get his ego in check.

Emma bit her bottom lip nervously, before giving Will a cold glance. As much as she missed his face, he shouldn't have found her. It wasn't fair that she was put in this position, and for what? There was no way he'd get the opportunity to hurt her again. The wind blew gently, and she tucked a strand of hair behind her ear before joining the conversation.

"Andy, I never got back to you about dinner tomorrow."

Will looked between the two, completely bemused. Just over a week ago, she told him that she didn't like Andy. Did something change? Looking into her deep eyes, he couldn't find anything. No feeling, no adoration, nothing that was there when she learned to know him in Paris. If this was her plan to make him jealous, it was working.

Surprised, Andy grinned brightly before tilting his head to the side.

"No, you didn't. What do you say, Emma?"

Without the slightest hesitation, she nodded. "I'd be to delighted to."

Ignoring the guy who dressed like Mr Rodgers in a Christmas special, Will looked at Emma as to say 'no one's buying it,'but it was clear that Andy would take anything he could get and he almost felt bad for the suitor. _Almost. _Dropping his head in defeat, Will squeezed Emma hand quickly, not caring who saw and decided to save himself from anymore torture.

"I'll leave you two to it. It was good seeing you, Em." He glanced at her longingly, before giving a curt nod to Andy who was just... smiling at her.

Will was sure he had seen just the slightest trace of sympathy in Emma's eyes and placed his hands in his denim pockets before walking the opposite direction. He wasn't sure where he was going. He had no purpose, no desires – only Emma. And she wanted nothing to do with him. Of course she didn't want anything to do with him. He knew he broke her heart, and it made his own break. Was it to late to fix it? He hoped not, because he'd do anything she let him. Even if that meant staying at the crappy Lima Inn for a month. He'd find a way to make it right.


	9. Chapter 9

**A/N: **Let me know what you think or if you have any concerns, etc. but most importantly, enjoy.

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**Chapter 9**

Will stared up at the ceiling, resting his hands between his head and the pillow beneath him. He rarely sulked in the dark because it was depressing, but for the past few nights it was normal. His life had changed drastically in a short amount of time and he wasn't sure of where it was going. He wished things were like a stage play, and that'd he had script – then he could know the right things to say and where he'd end up and maybe even get rewarded along the way.

His eyes slipped closed and thoughts flooded his mind hastily. It was Friday night, and that meant Emma was probably on a date with that Andy guy. He couldn't deny the feelings of jealousy nestled somewhere within him. He wasn't jealous of him in the slightest, but he was jealous of whoever got to take Emma Pillsbury on a date. Will knew it was petty because they had been on many together, but he wanted so much more.

His hand moved down to his waist and tightened into a fist as he imagined holding hers. Their shoulders would touch as they bumped into each other, inseparable, until Will pulled her in other direction so he could show her the outside of his favorite theater. She'd be genuinely excited and smile her gorgeous smile and he'd die a little more on the inside because he wouldn't be sure how he had thought he could have lived without it before. He'd take her to a real restaurant and do simple gestures like sliding out her chair and paying for her meal because she would have made him into a real gentleman again.

Tossing over to his side, Will pulled the musty comforter over his head as though he could protect himself from his own mind. His brow furrowed in frustration because he couldn't stop driving himself crazy.

x

She rested her head against the cool glass, and stared out the window incredulously. As the day went one she grew more and more anxious, plagued with second thoughts about her date with Andy. They drove to the surprise restaurant in silence, and not because Emma was nervous or anything like that. She didn't feel like she had anything she needed to say, or that she wanted him to hear. She couldn't deny that he had been fairly tolerable by that point, though probably only because it'd be far too easy to jump out of the car at the next red light if needed be. He started to hum along to some to some classic rock song on the radio, and her first instinct was to make a mental note that Will was definitely the better singer. She tried to shake the thought out of her head, and instead reminded herself that was tonight was about moving on.

She soon learned that his idea of a romantic date was in a booth at Breadstix. Emma took a sip of her water nervously, unable to shake this uncomfortable feeling. Her eyes were cast downwards most of the night, but she could feel his stare – Andy wasn't nervous. She insisted that they skip dessert and be on their way but he was adamant in feeling that it was far too early to 'call it a night.'

An hour and a half later, Andy had scooted himself into her booth and much to her dismay, the table was no longer between them. Emma thought that she'd have an easy time getting over Will if she spent some time with Andy, but she was completely wrong. He was different than what she had expected and not in a pleasant kind of way.

"Do you like cheesecake, Emma?"

"No, not really." Folding her napkin, she scrunched her nose slightly.

He sighed. "Ice cream then?"

Ice cream. The last time she enjoyed it was on the other side of the world. She wondered if Will remembered that too. It was funny to think that back then their relationship seemed hard – but it was nothing compared to what they were going through now. The thought made her smile more than it should have and it didn't go unnoticed.

"Care to share?" Andy asked inquisitively.

Not with him. Emma shook her head. "I'm not really one for dairy and it's been a long day – could we just pay for the check and get home?"

"I'd like really to share a dessert with you." His head fell to the side. "Please."

Emma was about to protest before her eyes darted down to his hand on her knee. She tensed under his touch, unsure if this was the wrong way to react. All she knew was that she didn't like it one bit. Will would have never pushed too far and unfortunately she had a habit of comparing the two. His hand slid further up reaching the hem of her skirt and finally she had enough.

"Woah, okay…" She chuckled nervously as she grabbed his hand and pushed it far away. "If it means that much to you we can stay – I like strawberry by the way."

Andy ignored her reaction and clapped his hands together. "Is that all you like because I've been trying to figure you out all evening."

Pulling her skirt down, she moved further away as if it were any more possible and chuckled unenthusiastically. Emma wasn't making it easy – she knew that. And she didn't understand why he was trying so hard. Either he was that clueless or he just didn't care. He grabbed the waitress' attention and grinned at Emma as though he had done something admirable and she offered a humble smile back.

He ordered their dessert before turning to face Emma excitedly.

"So have you ever thought about leaving Lima?"

Her eyes widened slightly. "No, I haven't actually." The idea of leaving her comfort zone scared her, even more so than before after her last excursion.

He chuckled, "Please, _everyone_ who's ever lived here has thought about it."

"Everything I need is right here." _Almost. _She had a career, she had family, and she almost had love – but that was slowly slipping away. She half smiled to show that she was still paying attention and Andy went on.

"Once I finish getting my degree I'm thinking of moving to the west coast. I think you could benefit from change as well, Emma."

Not from him.

Finally their dessert arrived and any sense of meaningful conversation became nonexistent. In a perfect world, Will would have be the one sitting there and they would've been talking about their future together. By then he would have told her that he loved her and they would have reminded each other every single day – even over something as simple as a shared frozen treat.

Not too long after, they walked down the hallway that led to Emma's apartment. When they left the restaurant she had thanked him for a lovely time, honesty starting to become obsolete. But now the date was over and she wouldn't have to pretend. She didn't want to pretend. In fact, she could end it right now because her heart was somewhere else. They stopped in front of her door and he stared at her expectantly. It was nerve racking.

"Look, Andy I – "

"Wait. I'm going to kiss you now." Slowly he leaned forward, placing a chaste kiss on her lips.

She closed her eyes tightly, having absolutely no idea what to do. The only person she wanted to kiss was Will and it felt so wrong to think about. Opening her eyes, she saw him leaning in again and quickly she turned her head – it was almost a reflex. She stumbled backwards, so he placed a hand on her waist pulling her closer.

The third time, he head towards her neck so she grabbed his shoulders, stopping him.

"Andy, no."

He took a step back, narrowing his eyes. "Emma, c'mon – it's nothing."

She shook her head vigorously, trying to stay composed. He was right; it meant absolutely nothing. If circumstances were different then maybe she'd be able to act normal and not utterly in love and frustrated with another guy. Emma covered her face in embarrassment for even allowing herself to be put in the position to begin with.

They stood there for a moment, and she wondered when he'd realize she needed space. Maybe he was too megalomaniac to tell.

Emma sighed. "I think it'd be best if we called it a night."

He looked as if he we're going to argue. "Fine, if that's what you want." Andy held up his hands up defensively. "Have a nice night, Emma."

His tone didn't match the sincerity of his words as he turned away, but Emma didn't seem to mind. Falling back against the door, she let out a sigh of relief and waited till she could no longer hear his footsteps to enter her apartment. Closing the door behind her, she locked the door slowly before kicking her shoes off and pulling her phone out.

Scrolling down to the end of her contacts, she found Will's name. He fingered hovered it for what felt like an eternity as she tried to understand what she was doing and what this meant. She still wanted him. Pressing the phone to her ear, Emma bit her lip with an unfounded nervousness – of course he would answer her call.

"Hi Emma."

His voice was groggy, and maybe a little sad. She didn't want to tell the difference.

"Did I wake you?"

"Sort of, but I don't mind." He paused. "I missed you."

Emma tucked a piece of hair behind her ear and sighed. "I know, I know... you're probably wondering why I'm calling."

"I am. Is everything okay? You sound a little off." The hesitation in his voice didn't go unnoticed. He was being _very _careful.

"I – I was wondering if you could come over…" She closed her eyes and let out a deep breath. There was a long silence on the other line and she became slightly anxious. "Please, Will."

He cleared his throat. "Weren't you on a date? I don't understand, I mean of course I'd come over if you need me to, and I want to but…you just really confuse me, you know that?"

They laughed ironically, Emma though with a little less heart. He was always confident around her. In fact she was slightly intimated by _him, _but it was clearly the opposite now. She was in control. Her grip tightened around the phone as she wrapped an arm around her middle.

"I think I'd rather talk to you in person."

"Okay." Will sounded skeptical. "Just text me your address and I'll get a taxi as soon as I can."

Emma smiled slightly. "Thanks, Will."

"No, thank you, Em." He breathed deeply. "I'll see you soon."

_Beep._


	10. Chapter 10

"Sorry I took so long." He was about to diverge on about himself, but then he looked in her eyes. "You don't look okay, Em."

She shifted her gaze downwards. "I just had a long night, that's all."

Will took a step inside the doorway, carefully thinking over every move. He couldn't figure out was on her mind, something that he had finally been able to understand so well when she let him in. Now he felt like an outsider - one that had to trust what he was telling her like a thoughtful stranger.

"You never told me what happened with your um, date. He didn't do anything, right? Cause I'll - "

Emma saved him the trouble. "No, no, I just got a little uncomfortable and I..." Her voice faltered. "I'd rather forget it happened so can we please not talk about it?"

"Sure, whatever you want." He didn't sound very convinced.

He stared at her expectantly and Emma knew that she couldn't keep him on his toes forever. She thought it'd be easier to just act like everything was okay, but anything she could say would just be obsolete so she decided to play it safe.

"Can we sit down?" Emma was relieved when he nodded in agreement. "Do you want anything to drink?"

"No thanks." Will looked around the comfortable apartment, and felt calmed by all the cool colors that covered the walls. He wondered why it didn't have the same effect on her and then remembered that everything loses novelty after a while - even a relationship. Emma sat down next to him and faced him entirely.

He still had a million questions. "I still don't get why you asked me to come over if you don't want to talk - "

Will couldn't wrap his mind around what was happening and for the first time because of a kiss - he froze. She held onto his shoulders with both hands, only loosening her grip when he responded with his lips. The kiss started out slow because he missed her and started to deepen because she wanted him.

She tugged on his bottom lip before leaving needy kisses along his stumbled jaw line. His eyes slipped shut as he shifted beneath her trying to find a niche but he couldn't. Emma's lips attached to his neck and he felt like throwing himself over the edge. Taking a hold of her waist, Will tried to protest silently but the she started to lift up his shirt absorbedly.

"Emma." His captured her lips with a kiss ceasing all movement. "This doesn't feel right."

Her eyes widened as she pulled back, though not enough for him not so feel her shaky breath oh his cheek. It was her own heedlessness that kept her from noticing the clarity in how wrong the situation actually was. She turned away dejectedly, unsure if she was angry at him or herself but knowing that she just wasn't happy.

"You're upset and I don't want to cause you anymore pain."

Emma closed her eyes, "I don't think you would."

He let out a deep breath because he was at a lost. Did she even know what she was saying? Maybe Emma was under the impression that he really didn't care but if she could the way his heart was caught somewhere in his stomach they wouldn't be fighting each other off at that moment. And maybe she'd think a little more highly of him.

"Is this why you called me, Emma?" Will slid from underneath her and sat on the edge of the cushion. "Because you shouldn't have. As much as I want to make up for my mistakes, I can't fix you - especially not like this."

She moved to the far end of the couch because being so close to him hurt. And it made her want to do things completely out of characters because she acted on impulses and he still had her heart. She waited for him to look at her, but his intense stare stayed rooted to some spot across the room and she wondered how the tables had turned so quickly.

"I don't know why I called... I guess I was lonely."

Her voice faltered and he knew she was lying. His hand fell to the nape of his neck with a sigh of frustration. "You can hate me but don't use me because I swear I didn't use you."

Emma shook her head. "How do you expect me to believe that, Will? All that time you made it seem like you cared but in the end you just made me feel terrible!"

"Do you think it'd be here trying to help you if I didn't care?"

He was starting to get defensive. Deep now Will knew that he needed was to keep his cool but he was slightly hurt. The reason that he kept that feeling from being his driving force though, was the fact that she had already felt the same way. And all that negativity could turn to into harsh words and regret, something he had already experienced enough of.

"You haven't exactly helped me." She snapped back harshly.

"No, I kept us both from doing something stupid." He caught her expression turn into one of shame and quickly apologized. "I'm sorry... I just don't know what to do anymore."

Emma wrapped her arms around her middle and shook. "I don't know why I'm the one who feels so bad about this." A single tear rolled down her cheek just as slowly as she was falling apart. Why couldn't she just forgive him? She felt his strong arms pull her against his chest and let him rock her back and forth like that time on the boat.

Will felt the collar of his shirt dampen and pulled her tighter.

"God, Em, it's not your fault. I just wanted what's best for you... but now I don't think it's my place."

She sniffed. "I'm not sure what you're saying."

"I'm saying that I can't be what you want me to be because you think that you need when quite honestly it should be the other way around."

Emma let his words sink in because she didn't think he had ever been so honest. She reached for Will's shirt, holding onto any kind of comfort. The material was slightly damp because he must have just taken a shower so maybe he planned on staying. Just as she got comfortable, he released her.

"Where are you going?" She panicked because she didn't want to have the wrong idea again.

Will craned his neck to the side and spoke in a pained voice. "I don't think I should be here. We need some time to sort out everything, you know?"

He turned away because he didn't want to see the expression on her face so she grabbed his arm. His hand clenched nothing but air because he felt like he should have been holding her hand, but they weren't at that place yet.

"I don't really feel like being alone tonight, Will."

"Go to bed, Emma." He took a deep breath. "I'll stay out here, alright?"

Even in her destitute state she didn't feel like protesting. She mumbled an 'okay' instead and let go of his arm slowly. Deflated, she wiped her eyes and stood and before leading Will towards the linen closet. He took a sheet and blanket from her with a sympathetic gaze and a kiss on the cheek.

Emma forced a smile. "Have a goodnight."

"I'm right down the hall, Em." He offered as a consolation.

"I know." She nodded lowly before heading towards the bedroom. "I'll try not to need you though."

x

Emma wrapped a blanket around he shoulders after climbing out of bed, feeling slightly rejuvenated. She opened the bedroom door quietly because she wasn't sure if Will was awake or not and ambled down the hall. Peaking her head over the back of the couch she found herself a little disappointed.

The only thing lying there was a folded blanket and what she was pretty sure the scent of his Axe. Looking around the empty room she decided not dwell on the fact that he was gone and she was by herself because it was normal. Emma went through her normal routine, which started off with a glass of water and a toasted bagel. She sat in the kitchen longer than she normally would have mulled over her thoughts because Will's words wouldn't leave her mind. What if he went away again to give her space and never came back? That scared her a lot.

She heard a knock on the door which was unexpected answered it hesitantly.

"I went to get some coffee - I hope you weren't worried."

Will handed her a cup while avoiding eye contact - something that didn't go unnoticed by Emma. They walked into the kitchen and sat across from each other awkwardly at the table. The silence was like torture and her heart ached a little more with every minute. She wasn't going to bring up the night before but maybe that was the root for everything that felt wrong in the moment because he had never been more reserved.

"I'm sorry about last night. I was just and really confused and - " She eyed him apologetically. "A bit frustrated."

He responded in the most diplomatic way. "I accept your apology."

Taken off guard by his response, she coughed; it was a nervous habit. She might have been wrong for expecting something more meaningful from him but maybe he wasn't the type of person who looked for apologies. His off behavior was wearing her thin.

"We can talk about what happened before I called you if you really want me too."

Will shook his head followed by a sharp intake take of breath. The creases in his forehead formed as his whole expression solidified. "It doesn't really matter... Unless you actually want to and I don't think that's the case, is it?"

"Not exactly." Emma replied honestly and even more quietly.

He didn't react because he already knew that in her heart, she didn't feel obliged to tell him. And for some twisted reason, she was trying to make him feel better when it should have been the other way around. The worst part was that he didn't know how.

She was at a loss. "You can look at me, Will. I want you to."

"I can't." He sighed in frustration. "I don't want to see you unhappy, Em."

Oh. Emma blinked furiously, trying to gauge his declaration. Did he expect something more from her? The fact that they were having a heart to heart in her kitchen should have been a good enough consolation. It wasn't like she hated him or anything.

"I'm trying to forget everything that's happened between us but it's probably a lot harder than you could imagine."

Will threaded both hands through his hair, feeling so conflicted. He didn't want to compromise himself but more than anything he wanted to show Emma that he understood what she must have been feeling. He had been there and it seemed like she needed someone to guide her through it.

His voice shook. "You're not going to forget, Emma. You can forgive me but we both know you haven't yet and that's what hurts the most."

Emma listened wholeheartedly.

"I don't know what you want exactly, but if it includes me being here, then I'll stay as long as I need too."

"And if not?" Deep down inside she was afraid to know.

In that moment, he looked into her eyes with endless depth. "I'll leave so that we can both move on."


	11. Chapter 11

Emma closed the bedroom door, afraid that the voice on the other line would carry through to the other room. She tried to smooth over the situation - make excuses as to why the choices she made were okay, but none of the reasons she could fathom were good enough. She could only blame the voice in her head for not doing enough convinving when her heart had obviously taken control.

"I can't believe you're letting him stay at your apartment!"

"As opposed to the Lima Inn?" She countered with dissapointment.

Shannon raised her tone even more. "No, back to wherever he came from."

Defeatedly, Emma fell onto her bd and remained silent. She knew what him leaving meant and that wasn't an option. Her and Will both agreed that they needed to find peace with each other because that was better than harsh feelings and resentment. He looked into her eyes so humply when he said that he wouldn't feel right abondoning her and she was wholeheartedly thankful for that.

"I think you're being unreasonable, Shan."

She heard a sigh, "And you're being naive."

All of her trepiditons were magnified with one statement just as easily as she tried to pretend that they didn't exist. She was the most afraid of making the same mistakes again but it was becoming painfully clear that she had to trust herself _and_ him; now that was the hardest part. She turned away from the glare which made it's way through the curtains and hoped to shed some light on her matter at hand.

"I get what you're saying." Emma held the phone closely. "But I still care about Will and I can't stay mad at him forever you know. He's tying and well... that's all I wanted from the beginning, right?"

"I'm just worried about you."

She smiled sadly, "I know, I just - " A knock on the door. " - I'll take care of myself, okay?"

"Alright, alright." Shannon sighed once more. "I'll talk to you soon, Emma."

"Bye." She clicked the 'end call' button and took a deep breath. Straightening out her shirt, Emma sat up from the bed and walked towards the door with a straight face. She opened it slowly, and couldn't help but enjoy the sight.

Will held a washcloth in his hand with a goofy expression. "Dinner is ready."

Emma examined the sweat on his brow down to the colorful fabric wrapped around his waist. She wanted to laugh but they hadn't done much of that lately. Her eyes found their way back to his, and he raised his eyebrows in a curious manner.

"That apron suits you." She smiled playfully.

He looked down for conformation. "I'm glad you think so."

In situations like this one, she'd expect him to take her by the hand where they walked nearly endlessly together to even the closest of places, but now they barely touched. It was almost like he was scared cross any boundaries or make her uncomfortable. It was discouraging at times but one of them had to be subdued. So she followed him to the kitchen table at a distance. What she smelled was delicious.

He pulled her chair out and pushed it in because it was a simplistic gesture before taking a seat himself and uncovering their plates to reveal freshly made pasta. Will sat on the edge of his seat waiting for her impression of the meal and he had barely touched his plate before asking.

"How does it taste?"

"I'm pleasantly surprised." She looked up at him in between fork fulls. "You must cook for yourself a lot, right?"

His voice was timid. "I cooked even when I wasn't by myself." His statement came out as as a matter of fact, though a bit out of mind.

Emma eyed him curiously. It was strange when he didn't notice because normally he caught every glance – but maybe he didn't want to this time. Her suspicions were confirmed when he changed the subject.

"I have to audition for another role sooner than I planned to." He looked down at his plate distractedly. "That would mean I'd have to leave for a couple days."

They both put their utensils down simultaneously The room went quiet – not for any real reason because there wasn't anything to be distraught over right? Emma sat up in her chair straight, trying to not seem to effected by what he was saying. If she knew that auditions turned into long term commitments then he knew that just as well.

"Aren't there always tons of auditions though?"

"Yeah, but I don't want to take my chances. I need income." He didn't expect to have more expenditures besides Paris this summer.

Emma was adamant. "What if you get the role?"

"I don't think we should worry about that right now."

His face fell monumentally; he should've been happy about an opportunity like that.

"I'm sorry. I don't mean to sound selfish." She continued to ramble incrediously because if he didn't feel the same way than she might as well have been talking to herself. "I mean, who even knows where we'll be by then and – "

He didn't want to think about the rest.

"It won't be easy for me either, you should know that." Will spoke as inveigled as possible without being confrontational. He had been doing a good job at thinking before speaking when in reality he was walking on a thin sheet of ice. Lowering his head, he composed his thoughts and relaxed his mind because patience was key.

She arranged her silverware. "You do a great job of hiding it."

"I'm a good actor, Emma."

He pursed his lips before sliding out of his seat. Emma watched as he sauntered towards the sink to begin washing the dishes, as deflective as ever and it wasn't making the tension go away either. Quietly, she came up behind him but not enough to keep him from turning to face her. Her hands reached around his middle to the tie of his apron which she started to unknot slowly.

"You know you're being really impatient."

Will narrowed his eyes at her. "How would you know that?"

Emma grinned involuntarily, "I'm a good guidance counselor, Will." When the strings finally came undone, she pulled the material around his side and into her hands. "And usually I know others better than I know my myself." Because she was still unsure about a lot of things.

"I thought about the whole forgiveness thing, and it's something I can work on - if you keep giving me a reason to."

He smiled sorrowfully, strangely finding comfort in what she was saying because before now he felt like brick wall; now she was reaching him and it felt good opening himself up in that kind of way. He swallowed to keep his emotions deep down, in some place that hadn't seen the light in such a long time. He was ready for her to be his beacon though, a place where he could start fresh. Will realized he was taking her willingness for granted and he didn't want to do that any longer.

"Thank you... for letting me stay here." His voice softened, laced with honesty and regret. "I know I was wrong, but I won't let you down. I've just never been in a place like this one."

She peered up at him rebukingly, but not without out a playful glare in her eyes. "Try not being so defensive."

His head fell in mock defeat, and a grin crept on to his face. He watched intently as she put the apron around her her own waist and looked glared at her quizzically. He'd though what he had made was enough. She walked around and over towards the fridge, rummaging through it.

"I'm gonna make some dessert if that sounds good?"

"Anything you make sounds good, Emma."

Will thought he heard her laugh at his failed attempt at being casual, but ignored it because it didn't matter. What mattered was him and her finding some sense of normality again, because the awkwardness was starting to become unbearable. Crossing his arms on the surface of the island that sat in the middle of the kitchen, he admired her from behind, watching her every move as if it was the first time he witnessed her existence.

"Let me get it."

Her hair flew accross her face as she turned to protest, but he silenced her with the raising of a hand. He didn't want to walk away, but not any less than he didn't want her to. The doorbell rang once more, so he quickly got a move on. Will wanted to slam the door shut just as fast as he had opened it.

"You should probably leave."

Andy's expression hardened, "I think I came here to talk to _Emma._"

His grip on the door tightened as he peered over his shoulder and back to the man in front of him. "She's busy - and I don't think she wants to see you." Will kept his voice down consciously, because he didn't want Emma to hear. It was easy keeping a calm and leveled head, knowing that he had nothing to prove. He wasn't the one standing in the hallway.

"It didn't seem like she wanted to see you either."

_Yeah, but I'm the one cooking her dinner now. _"Look, don't waste your time, alright? She's not interested in you. I don't know why you didn't get the hint before."

His mind went back to the night where Emma cried in his arms and that's when he decided that he'd protect her from anything. He still didn't know what exactly happened before she had called him, but it definitely wouldn't happen again.

Andy stepped up defensively. "Oh, so you're calling the shots here?"

"No." His brow furrowed. "I'm just delivering the message."

Will gave him a challenging glare which wasn't met with the same vigourity and opted his way out of the confronation. He just wanted to get back to her – and he was tired of wasting time. The door closed more forcefully than intended, so he turned around coolly. Soft light from a candle flicked, illuminating the room as it please as Emma leaned against the wall, waiting.

"What took so long?"

He pursed his lips. "Just some sales guy. He just wouldn't let up." Part of that was true.

Emma raised her eyesbrows and laughed softly at the way he said it. Tilting her head to the side, she gestuted him into the kitchen, and he moved without hesitation. He followed her to the counter, which some how was meticuously clean except for the large silver bowl in the center. Will peeked over the edge and smiled.

"How'd you know that chocolate chip cookies were my favorite?"

"I took a guess." She nudged his shoulder playfully. "Want to help me finish them up?"

He grabbed a spoon and looked down at her as if the answer was obvious. "How could I say no?"


End file.
